Charge Act Legal Document

CHARGE ACT LEGAL DOCUMENT

This Charge Act Agreement (the "Agreement") is made as of Date: by and between Chargee: , Entity Type: Individual Corporation LLC, Address: ; and Chargor: , Entity Type: Individual Corporation LLC, Address: .

RECITALS

WHEREAS, Chargee administers and enforces certain charges, fees, costs and assessments arising from acts and obligations described in this Agreement (collectively, "Charges"); and

WHEREAS, Chargor has agreed to authorize Chargee to assess, collect, recover and, where applicable, set off such Charges in accordance with the terms and procedures set forth below; and

WHEREAS, the parties intend that this Agreement establish the scope, method and remedies available to Chargee for the imposition and recovery of Charges and to provide procedural protections to Chargor.

NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

1.1 "Charge" means any fee, penalty, assessment, cost of recovery, administrative fee or other monetary obligation imposed by Chargee on Chargor in accordance with applicable policy or authority and as described in a Notice of Charge.

1.2 "Notice of Charge" means the written notice provided to Chargor that states the basis for the Charge, the amount claimed, the date the Charge was assessed and the procedures to dispute the Charge.

2. AUTHORIZATION TO ASSESS AND COLLECT CHARGES

Chargor expressly authorizes Chargee to assess and collect Charges against Chargor as permitted by applicable authority and this Agreement. Such authorization includes, without limitation, the right to:

(a) assess administrative and processing fees reasonably related to the administration of Charges; (b) add interest on unpaid Charges at a rate not to exceed the maximum permitted by law; and (c) pursue any lawful remedy for collection, including setoff against funds or credits otherwise due to Chargor.

3. CHARGE PROCEDURES; NOTICE

3.1 Notice Requirements. Prior to imposing any Charge, Chargee shall deliver a Notice of Charge to Chargor at the address set forth above or other address provided in writing. Notice shall include a statement of the factual and legal basis for the Charge and the amount claimed.

3.2 Notice Period. The minimum number of days between delivery of the Notice of Charge and the proposed effective date of any enforcement action shall be days, unless a shorter period is authorized in writing by both parties.

4. BILLING, PAYMENT AND SETOFF

4.1 Billing. Chargee shall provide an itemized invoice for each Charge describing the basis for the Charge and any supporting calculations. Invoices shall be delivered with the Notice of Charge or as otherwise provided in this Agreement.

4.2 Payment. Chargor shall pay undisputed amounts within days of invoice receipt. Payments shall be paid to Chargee at the remittance address set forth in Section 13 or such other address as Chargee designates in writing.

4.3 Setoff. Chargee may set off any undisputed Charge against any sums otherwise owing or payable to Chargor by Chargee or its affiliates, to the fullest extent permitted by law. Chargee shall provide written notice prior to effecting setoff, except where emergency setoff is necessary to prevent loss, in which case notice shall follow promptly.

5. DISPUTE PROCEDURE

5.1 Submission. Chargor may dispute a Charge by submitting a written dispute to Chargee within days of receipt of the Notice of Charge. The dispute must state the grounds for dispute and include any supporting documentation.

5.2 Review and Decision. Chargee shall review a timely dispute in good faith and issue a written determination within 30 days of receipt of the dispute unless an extended review period is agreed in writing. The determination shall state Chargee's findings and any amounts owing.

6. RECORDS AND AUDIT

Chargee shall maintain complete and accurate records supporting each Charge for a period of not less than three (3) years from the date the Charge is assessed. Chargor, at its expense, may request a single audit of records supporting Charges during any consecutive 12-month period upon reasonable notice and during normal business hours.

7. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information, documents and records exchanged in connection with Charges and this Agreement. Confidential information shall not be disclosed except as required by law or by a valid order of a court or tribunal, provided that the disclosing party shall give the other party prompt notice of any required disclosure to the extent permitted.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution and delivery of this Agreement have been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

9. INDEMNIFICATION

Chargor shall indemnify, defend and hold harmless Chargee and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of or relating to Chargor's breach of this Agreement, negligent acts or willful misconduct in connection with the subject matter hereof.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR BREACH OF ITS CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF OPPORTUNITY.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' prior written notice. Termination shall not affect Chargee's right to recover Charges assessed prior to termination or any rights that by their nature survive termination.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party may specify in writing. Notices shall be deemed effective upon personal delivery, three (3) days after deposit in the U.S. mail postage prepaid, or one (1) business day after delivery to a nationally recognized overnight courier.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to later enforce that or any other provision.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Chargee may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

16.2 Remedies Cumulative. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

NOTICES CONTACTS (ALTERNATE)

ADDITIONAL TERMS

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